Attached files
United
States
Securities
and Exchange Commission
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (date of earliest event reported):
December
23, 2009
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INTERNATIONAL
GAME TECHNOLOGY
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(Exact
name of registrant as specified in charter)
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Nevada
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001-10684
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88-0173041
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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9295
Prototype Drive, Reno, Nevada 89521
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(Address
of principal executive offices)
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(775)
448-7777
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(Registrant’s
Telephone Number, including area code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e) International
Game Technology (the “Company”) has entered into Executive Transition Agreements
(the “Transition Agreements”) with Patrick W. Cavanaugh, the Company’s Executive
Vice President, Chief Financial Officer and Treasurer, and David D. Johnson, the
Company’s Executive Vice President, General Counsel and Secretary (the
“Executives”). The Transition Agreements are effective as of October
23, 2009. Pursuant to the Transition Agreements, if an Executive is
terminated by the Company without “cause,” the Executive terminates his
employment for “good reason,” then the Executive will receive the following
severance benefits:
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·
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the
unpaid amount of the Executive’s previously earned base salary and, if
applicable, the bonus earned in the preceding
year;
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·
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the
pro rata portion of the Executive’s target bonus opportunity for the year
in which his termination occurs;
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·
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a
severance payment equal to the Executive’s highest annual salary during
the two years prior to his
termination;
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·
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accelerated
vesting of any outstanding equity incentive awards that would have been
earned had the Executive’s employment continued for an additional year;
and
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·
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continuing
medical benefits under Consolidated Omnibus Budget Reconciliation Act
(COBRA).
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A copy of
Mr. Cavanaugh’s Transition Agreement is attached hereto as Exhibit
10.1.
A copy of
Mr. Johnson’s Transition Agreement is attached hereto as Exhibit
10.2.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
Number
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Description
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10.1
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Executive
Transition Agreement, dated to be effective October 23, 2009, between
International Game Technology and Patrick W.
Cavanaugh.
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10.2
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Executive
Transition Agreement, dated to be effective October 23, 2009, between
International Game Technology and David D.
Johnson.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INTERNATIONAL
GAME TECHNOLOGY
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Date:
December 23, 2009
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By:
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/s/
J. Kenneth Creighton
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J.
Kenneth Creighton
Vice
President Corporate Law Department and Assistant
Secretary
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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10.1
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Executive
Transition Agreement, dated to be effective October 23, 2009, between
International Game Technology and Patrick W.
Cavanaugh.
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10.2
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Executive
Transition Agreement, dated to be effective October 23, 2009, between
International Game Technology and David D.
Johnson.
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